Rekha Agrawal
About Rekha Agrawal
Independent director of Ferguson Enterprises Inc. (FERG), age 55, appointed June 2024; serves on the Nominations & Governance Committee and is classified as independent under NYSE/SEC rules . Currently CEO of KiddeFenwal; prior roles include Operating Partner at Morgan Stanley Infrastructure Partners (2021–Nov 2024), VP/GM Fire Suppression at Johnson Controls (2017–2021), and VP/GM Water & Mechanical Segment at Tyco Fire Protection Products (2015–2017), with global operational, supply chain and risk oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KiddeFenwal | Chief Executive Officer | 2024–present | Leads industrial/commercial fire suppression and safety controls; global manufacturing/supply chain oversight |
| Morgan Stanley Infrastructure Partners | Operating Partner; board service on acquired companies | Feb 2021–Nov 2024 | Oversight of environmental, technology, cybersecurity risk; strategy and talent collaboration with CEOs |
| Johnson Controls International plc | VP & GM, Fire Suppression Products | 2017–2021 | P&L of $1.3B global business sold in 70 countries; manufactured in 15 countries |
| Tyco Fire Protection Products | VP & GM, Water & Mechanical Segment | 2015–2017 | Product strategy, M&A integration; led sales, engineering, supply chain, manufacturing, HR, finance teams |
External Roles
| Organization | Role | Tenure | Other Public Company Boards / Interlocks |
|---|---|---|---|
| KiddeFenwal | Chief Executive Officer | 2024–present | Other public company directorships: None |
Board Governance
- Committee assignments: Member, Nominations & Governance Committee (Alan Murray, Chair; members include Agrawal, Geoff Drabble, Brian May, James Metcalf) .
- Independence: Board determined all Non-Employee Directors (including Agrawal) are independent and committee independence requirements are met .
- Attendance and engagement: FY25 Board met 8 times; Audit 6, Compensation 7, Nominations & Governance 5. Each incumbent Director attended at least 75% of applicable meetings; expectation to attend annual meeting noted .
- Executive sessions: Independent directors meet regularly; Board Chair presides in executive sessions per guidelines .
- Governance practices: Policy limiting directors’ service on other public boards; majority voting with resignation policy; prohibition on hedging/pledging; director stock ownership guidelines; clawback policy applicable to Non-Employee Directors .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $126,667 | Pro-rated service in fiscal year; paid in USD from Dec 2024 |
| Stock Awards ($) | $179,930 | Grant date fair value of RSUs under 2023 Omnibus Plan |
| All Other Compensation ($) | $0 | — |
| Total ($) | $306,597 | — |
Non-Employee Director annualized compensation framework (FY2025):
| Component | Amount ($000) |
|---|---|
| Base Fee | 130.0 |
| Board Chair Fee (additional) | 250.0 |
| Committee Chair Fee (Audit/Comp/NomGov) | 28.5 |
| Annual RSU Award (grant date fair value) | 180.0 |
Performance Compensation
Non-Employee Director equity is time-based; no performance metrics used for Director RSUs. FY25 RSU details:
| Grant Type | Grant Date | Grant Value | Vesting | Dividend Equivalents | RSUs Outstanding |
|---|---|---|---|---|---|
| RSU (Omnibus Plan) | 12/11/2024 | $179,930 | Vests at next annual meeting (~1 year) | Accrue and vest with RSUs | 923 RSUs outstanding as of 7/31/2025 |
Performance metric table (Directors):
| Metric Category | Status | Notes |
|---|---|---|
| Financial/Operational metrics tied to Director equity | None | Director grants are time-vested RSUs; no performance conditions |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Disclosure |
|---|---|---|---|
| — | Public | — | Other public company directorships: None |
| KiddeFenwal (and subsidiaries) | Private/Portfolio | CEO | Related-party transactions: FERG purchased products/services on arm’s-length terms; payments ≈ $2,784,500 in FY2025; reviewed, approved, ratified by Audit Committee |
Compensation Committee interlocks: FY25 Compensation Committee members had no relationships requiring Item 404 disclosure; none were Company officers/associates .
Expertise & Qualifications
- Extensive executive experience in services and manufacturing; global supply chain risk assessment; operational excellence focus .
- Skills alignment with Board oversight of governance, succession planning, sustainability via NomGov Committee .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 1,234 | “Less than 1%” of outstanding |
| Unvested RSUs (eligible to vest within 60 days of 10/8/2025) | 938 (incl. dividend equivalents) | FY25 RSUs vest at annual meeting |
| RSUs Outstanding (7/31/2025) | 923 | FY25 NED RSU awards |
| Director Stock Ownership Guideline | 4x base fee | Must meet within 5 years of Aug 1, 2024 or appointment; retain net shares until compliant |
| Compliance Status | Met or on track (all current Non-Employee Directors) | Applies to Agrawal |
Governance Assessment
- Strengths: Independent director; service on NomGov provides direct oversight of CEO/CFO succession, board evaluation, governance principles, and sustainability disclosures . No other public company directorships improves focus and reduces overboarding risk . Strong policies on anti-hedging/pledging and clawbacks encompassing Non-Employee Directors enhance investor alignment . Director ownership guidelines and annual RSU grants support “skin-in-the-game” .
- Risks/Red Flags: Related-party exposure via KiddeFenwal—FERG paid ≈$2.78M in FY2025 to KiddeFenwal and subsidiaries; mitigants include arm’s-length terms and Audit Committee review/approval/ratification; nonetheless warrants ongoing monitoring for perceived conflict or pricing/terms fairness .
- Attendance/engagement: All incumbents met 75%+ attendance thresholds; Board/committee cadence indicates robust oversight structure .
- Pay structure: Director cash base increased to align with U.S. practice; equity remains time-based RSUs without performance metrics—appropriate for directors but limits pay-for-performance signaling at the Director level .
Overall: Agrawal brings deep industrial safety and supply chain operating expertise and governance exposure from infrastructure portfolio oversight. The single notable conflict pathway is KiddeFenwal supplier activity, currently controlled through policy and Audit Committee oversight; investors should monitor volumes, pricing, and any changes in terms. Her independence, committee role, and ownership guideline obligations support alignment and board effectiveness .